Guy vs. Guy

1/19/2019 SUPREME COURT REPORTS ANNOTATED VOLUME 680
G.R. No. 189486. September 5, 2012.*

SIMNY G. GUY, GERALDINE G. GUY, GLADYS G. YAO,
and the HEIRS OF THE LATE GRACE G. CHEU,
petitioners, vs. GILBERT G. GUY, respondent.
G.R. No. 189699. September 5, 2012.

SIMNY G. GUY, GERALDINE G. GUY, GLADYS G. YAO,
and the HEIRS OF THE LATE GRACE G. CHEU,
petitioners, vs. THE HON. OFELIA C. CALO, in her
capacity as Presiding Judge of the RTC-Mandaluyong City-
Branch 211 and GILBERT G. GUY, respondents.
Remedial Law; Civil Procedure; Actions; Intra-Corporate

Controversies; Individual suits against another stockholder or
against a corporation are remedies which an aggrieved stockholder
may avail of and which are recognized in our jurisdiction as
embedded in the Interim Rules on Intra-Corporate
Controversy.―Individual suits against another stockholder or
against a corporation are remedies
_______________
* SECOND DIVISION.
215
VOL. 680, SEPTEMBER 5, 2012 215
Guy vs. Guy
which an aggrieved stockholder may avail of and which are

recognized in our jurisdiction as embedded in the Interim Rules
on Intra-Corporate Controversy. Together with this right is the
parallel obligation of a party to comply with the compulsory
joinder of indispensable parties whether they may be stockholders
or the corporation itself.
Same; Same; Joinder of Parties; Joinder of indispensable
parties is compulsory being a sine qua non for the exercise of
judicial power.―Settled is the rule that joinder of indispensable
parties is compulsory being a sine qua non for the exercise of
judicial power, and, it is precisely “when an indispensable party is
http://www.central.com.ph/sfsreader/session/00000168636fbb306e307cf9003600fb002c009e/t/?o=False 1/22
not before the court that the action should be dismissed” for such
absence renders all subsequent actions of the court null and void
for want of authority to act, not only as to the absent parties but
even as to those present.
Same; Same; Actions; In all averments of fraud or mistake,
the circumstances constituting fraud or mistake must be stated
with particularity” to appraise the other party of what he is to be
called on to answer, and so that it may be determined whether the
facts and circumstances alleged amount to fraud.―“In all
averments of fraud or mistake, the circumstances constituting
fraud or mistake must be stated with particularity” to “appraise
the other party of what he is to be called on to answer, and so that
it may be determined whether the facts and circumstances alleged
amount to fraud.” These particulars would necessarily include the
time, place and specific acts of fraud committed. “The reason for
this rule is that an allegation of fraud concerns the morality of the
defendant’s conduct and he is entitled to know fully the ground on
which the allegations are made, so he may have every opportunity
to prepare his case to clear himself at the trial.”
Same; Same; Same; Intra-Corporate Controversies; Bill of
Particulars; In Reyes vs. RTC of Makati City, Br. 142, 561 SCRA
593 (2008), the Supreme Court pronounced that in cases governed
by the Interim Rules of Procedure on Intra-Corporate
Controversies a bill of particulars is a prohibited pleading.―In
ordinary cases, the failure to specifically allege the fraudulent
acts does not constitute a ground for dismissal since such a defect
can be cured by a bill of particulars. Thus: Failure to allege fraud
or mistake with as much particularity as is desirable is not fatal if
the general purport of the claim or de-
216
216 SUPREME COURT REPORTS ANNOTATED
Guy vs. Guy
fense is clear, since all pleadings should be so construed as to do

substantial justice. Doubt as to the meaning of the pleading may
be resolved by seeking a bill of particulars. A bill of particulars
may be ordered as to a defense of fraud or mistake if the
circumstances constituting fraud or mistake are not stated with
the particularity required by the rule. The above-stated rule,
however, does not apply to intra-corporate controversies. In Reyes
vs. RTC of Makati City, Br. 142, 561 SCRA 593 (2008), we
pronounced that “in cases governed by the Interim Rules of
Procedure on Intra-Corporate Controversies a bill of particulars is
a prohibited pleading. It is essential, therefore, for the
complaint to show on its face what are claimed to be the

fraudulent corporate acts if the complainant wishes to
invoke the court’s special commercial jurisdiction.”
Stock Certificates; Street Certificates; In Santamaria v.
Hongkong and Shanghai Banking Corp., 89 Phil. 780 (1951), the
Supreme Court held that when a stock certificate is endorsed in
blank by the owner thereof, it constitutes what is termed as “street
certificate.”―In Santamaria v. Hongkong and Shanghai Banking
Corp., this Court held that when a stock certificate is endorsed in
blank by the owner thereof, it constitutes what is termed as
“street certificate,” so that upon its face, the holder is entitled to
demand its transfer into his name from the issuing corporation.
Such certificate is deemed quasi-negotiable, and as such the
transferee thereof is justified in believing that it belongs to the
holder and transferor.
PETITION for review on certiorari of the decision and

resolution of the Court of Appeals; and SPECIAL CIVIL
ACTION in the Supreme Court. Certiorari.
The facts are stated in the opinion of the Court.
Ignacio & Ignacio Law Firm for private respondent.
PEREZ, J.:
The Facts
With 519,997 shares of stock as reflected in Stock
Certificate Nos. 004-014, herein respondent Gilbert G. Guy
(Gilbert) practically owned almost 80 percent of the
650,000 subscribed
217
VOL. 680, SEPTEMBER 5, 2012 217

Guy vs. Guy
capital stock of GoodGold Realty & Development

Corporation (GoodGold),1 one of the multi-million
corporations which Gilbert claimed to have established in
his 30s. GoodGold’s remaining shares were divided among
Francisco Guy (Francisco) with 130,000 shares, Simny Guy
(Simny), Benjamin Lim and Paulino Delfin Pe, with one
share each, respectively.
Gilbert is the son of spouses Francisco and Simny.
Simny, one of the petitioners, however, alleged that it was
she and her husband who established GoodGold, putting
the bulk of its shares under Gilbert’s name. She claimed
that with their eldest son, Gaspar G. Guy (Gaspar), having
entered the Focolare Missionary in 1970s, renouncing
worldly possessions,2 she and Francisco put the future of
the Guy group of companies in Gilbert’s hands. Gilbert was

expected to bring to new heights their family multi-million
businesses and they, his parents, had high hopes in him.
Simny further claimed that upon the advice of their
lawyers, upon the incorporation of GoodGold, they issued
stock certificates reflecting the shares held by each
stockholder duly signed by Francisco as President and
Atty. Emmanuel Paras as Corporate Secretary, with
corresponding blank endorsements at the back of each
certificate―including Stock Certificate Nos. 004-014 under
Gilbert’s name.3 These certificates were all with Gilbert’s
irrevocable endorsement and power of attorney to have
these stocks transferred in the books of corporation.4 All of
these certificates were always in the undisturbed
possession of the spouses Francisco and Simny, including
Stock Certificate Nos. 004-014.5
In 1999, the aging Francisco instructed Benjamin Lim, a
nominal shareholder of GoodGold and his trusted
employee,
_______________
1 Rollo (G.R. No. 189486), p. 118.
2 Id., at p. 254.
3 Id., at pp. 208-218.
4 Id.
5 Id., at p. 462.
218

Guy vs. Guy
to collaborate with Atty. Emmanuel Paras, to redistribute

GoodGold’s shareholdings evenly among his children,
namely, Gilbert, Grace Guy-Cheu (Grace), Geraldine Guy
(Geraldine), and Gladys Guy (Gladys), while maintaining a
proportionate share for himself and his wife, Simny.6
Accordingly, some of GoodGold’s certificates were
cancelled and new ones were issued to represent the
redistribution of GoodGold’s shares of stock. The new
certificates of stock were signed by Francisco and Atty.
Emmanuel Paras, as President and Corporate Secretary,
respectively.
The shares of stock were distributed among the
following stockholders:
NAME NO. OF SHARES

Francisco Guy [husband] 195,000
Simny G. Guy [wife] 195,000

Gilbert G. Guy [son] 65,000
Geraldine G. Guy [daughter] 65,000
Grace G.Cheu (or her heirs) [daughter] 65,000
Gladys G.Yao [daughter] 65,000
Total 650,0007
In September 2004, or five years after the redistribution

of GoodGold’s shares of stock, Gilbert filed with the
Regional Trial Court (RTC) of Manila, a Complaint for the
“Declaration of Nullity of Transfers of Shares in GoodGold
and of General Information Sheets and Minutes of
Meeting, and for Damages with Application for a
Preliminary Injunctive Relief,” against his mother, Simny,
and his sisters, Geraldine, Grace, and Gladys.8 Gilbert
alleged, among others, that no stock certificate ever
existed;9 that his signature at the back of the spuri-
_______________
6 Id., at pp. 7-8.
7 Id., at p. 9.
8 Id., at p. 9.
9 Id., at p. 123.
219
VOL. 680, SEPTEMBER 5, 2012 219

Guy vs. Guy
ous Stock Certificate Nos. 004-014 which purportedly

endorsed the same and that of the corporate secretary,
Emmanuel Paras, at the obverse side of the certificates
were forged, and, hence, should be nullified.10
Gilbert, however, withdrew the complaint, after the
National Bureau of Investigation (NBI) submitted a report
to the RTC of Manila authenticating Gilbert’s signature in
the endorsed certificates.11 The NBI report stated:
FINDINGS:
Comparative analysis of the specimens submitted under magnification
using varied lighting process and with the aid of photographic
enlargements disclosed the presence of significant and
fundamental similarities in the personal handwriting habits
existing between the questioned signatures of “GILBERT G.
GUY” and “EMMANUEL C. PARAS,” on one hand, and their
corresponding standard specimen/exemplar signatures, on the
other hand, such as in:
- Basic design of letters/elements;
- Manner of execution/line quality;
- Minute identifying details.

CONCLUSION:
A. The questioned and the standard specimen/exemplar
signatures [of] Gilbert G. Guy were written by one and the
same person;
B. The questioned and the standard specimen/exemplar signatures
[of] “EMMANUEL C. PARAS” were written by one and the same
person. (Emphasis supplied)12
The present controversy arose, when in 2008, three

years after the complaint with the RTC of Manila was
withdrawn, Gilbert again filed a complaint, this time, with
the RTC of
_______________
10 Id.
11 Id., at pp. 321-330.
12 Id., at p. 329.
220

Guy vs. Guy
Mandaluyong, captioned as “Intra-Corporate Controversy:

For the Declaration of Nullity of Fraudulent Transfers of
Shares of Stock Certificates, Fabricated Stock Certificates,
Falsified General Information Sheets, Minutes of
Meetings, and Damages with Application for the Issuance
of a Writ of Preliminary and Mandatory Injunction,”
docketed as SEC-MC08-112, against his mother, Simny,
his sisters, Geraldine, Gladys, and the heirs of his late
sister Grace.13
Gilbert alleged that he never signed any document
which would justify and support the transfer of his shares
to his siblings and that he has in no way, disposed,
alienated, encumbered, assigned or sold any or part of his
shares in GoodGold.14 He also denied the existence of the
certificates of stocks. According to him, “there were no
certificates of stocks under [his] name for the shares of
stock subscribed by him were never issued nor delivered to
him from the time of the inception of the corporation.”15
Gilbert added that the Amended General Information
Sheets (GIS) of GoodGold for the years 2000 to 2004 which
his siblings submitted to the Securities and Exchange
Commission (SEC) were spurious as these did not reflect
his true shares in the corporation which supposedly totaled
to 595,000 shares;16 that no valid stockholders’ annual
meeting for the year 2004 was held, hence proceedings

taken thereon, including the election of corporate officers
were null and void;17 and, that his siblings are foreign
citizens, thus, cannot own more than forty percent of the
authorized capital stock of the corporation.18
_______________
13 Id., at pp. 114-140.
14 Id., at p. 123.
15 Id.
16 Id., at p. 118.
17 Id., at pp. 124-125.
18 Id., at p. 127.
221
VOL. 680, SEPTEMBER 5, 2012 221

Guy vs. Guy
Gilbert also asked in his complaint for the issuance of a

Writ of Preliminary and Mandatory Injunction to protect
his rights.19
In an Order dated 30 June 2008,20 the RTC denied
Gilbert’s Motion for Injunctive Relief21 which constrained
him to file a motion for reconsideration, and, thereafter, a
Motion for Inhibition against Judge Edwin Sorongon,
praying that the latter recuse himself from further taking
part in the case.
Meanwhile, Gilbert’s siblings filed a manifestation
claiming that the complaint is a nuisance and harassment
suit under Section 1(b), Rule 1 of the Interim Rules of
Procedure on Intra-Corporate Controversies.
In an Order dated 6 November 2008,22 the RTC denied
the motion for inhibition. The RTC also dismissed the case,
declaring it a nuisance and harassment suit, viz.:
WHEREFORE, the court resolves:

(1) To DENY as it is hereby DENIED [respondent’s] Motion for
Inhibition;
(2) To DENY as it is hereby DENIED [respondent’s] Motion for
Reconsideration of the June 30, 2008 Order; and,
(3) To declare as it is herby declared the instant case as a nuisance
or harassment suit. Accordingly, pursuant to Section 1(b), Rule
1 of the Interim Rules of Procedure for Intra-Corporate Dispute,
the instant case is hereby DISMISSED. No pronouncement as to
costs.23
This constrained Gilbert to assail the above Order before

the Court of Appeals (CA). The petition for review was
docketed as CA-G.R. SP No. 106405.
_______________
19 Id., at pp. 133-134.
20 Id., at pp. 92-97.
21 Id., at p. 97.
22 Id., at pp. 98-105.
23 Id., at p. 105.
222

Guy vs. Guy
In a Decision24 dated 27 May 2009, the CA upheld Judge

Sorongon’s refusal to inhibit from hearing the case on the
ground that Gilbert failed to substantiate his allegation of
Judge Sorongon’s partiality and bias.25
The CA, in the same decision, also denied Gilbert’s
Petition for the Issuance of Writ of Preliminary Injunction
for failure to establish a clear and unmistakable right that
was violated as required under Section 3, Rule 58 of the
1997 Rules of Civil Procedure.26
The CA, however, found merit on Gilbert’s contention
that the complaint should be heard on the merits. It held
that:
A reading of the Order, supra, dismissing the [respondent’s]

complaint for being a harassment suit revealed that the court a
quo relied heavily on the pieces of documentary evidence
presented by the [Petitioners] to negate [Respondent’s] allegation
of fraudulent transfer of shares of stock, fabrication of stock
certificates and falsification of General Information Sheets (GIS),
inter alia. It bears emphasis that the [Respondent] is even
questioning the genuiness and authenticity of the [Petitioner’s]
documentary evidence. To our mind, only a full-blown trial on the
merits can afford the determination of the genuineness and
authenticity of the documentary evidence and other factual issues
which will ultimately resolve whether there was indeed a transfer
of shares of stock.27
Hence, these consolidated petitions.

G.R. No. 189486 is a Petition for Review under Rule 45
of the Rules of Court filed by Simny, Geraldine, Gladys,
and the heirs of the late Grace against Gilbert, which prays
that this
_______________
24 Penned by Associate Justice Myrna Dimaranan Vidal with Associate
Justices Portia Aliño-Hormachuelos and Rosalinda Asuncion-Vicente
concurring. Id., at pp. 35-51.
25 Id., at p. 43.
26 Id., at p. 44.
27 Id., at pp. 47-48.
223
VOL. 680, SEPTEMBER 5, 2012 223

Guy vs. Guy
Court declare Civil Case No. SEC-MC08-112, a harassment

or nuisance suit.
Meanwhile, during the pendency of G.R. No. 189486, the
trial court set the pre-trial conference on the case subject of
this controversy, constraining the petitioners to file a
Motion to defer the pre-trial, which was, however, denied
by the court a quo in an Order dated 11 September
2009,28 viz.:
In a Resolution dated September 3, 2009, the Honorable Court

of Appeals (CA) (Former Second Division) denied the Motion for
Partial Reconsideration filed [by petitioners] herein. Inasmuch as
there is no longer any impediment to proceed with the instant
case and the fact that this court was specifically directed by the
May 27, 2009 Decision of the CA Second Division to proceed with
the trial on the merits with dispatch, this court resolves to deny
the motion under consideration.
WHEREFORE, premises considered, the Motion to Defer Pre-
Trial Conference and Further Proceedings filed by [petitioners] is
hereby DENIED. Set the pre-trial on October 20, 2009, at 8:30 in
the morning.
The denial of the petitioners’ motion to defer pre-trial,

compelled them to file with this Court a Petition for
Certiorari with Urgent Application for the Issuance of TRO
and/or A Writ of Preliminary Injunction, docketed as G.R.
No. 189699. Because of the pendency of the G.R. No.
189486 before us, the petitioners deemed proper to
question the said denial before us as an incident arising
from the main controversy.29
Our Ruling
Suits by stockholders or members of a corporation based
on wrongful or fraudulent acts of directors or other persons
may
_______________
28 Rollo (G.R. No. 189699), p. 23.
29 Id., at p. 6.
224

Guy vs. Guy
be classified into individual suits, class suits, and

derivative suits.30
An individual suit may be instituted by a stockholder
against another stockholder for wrongs committed against
him personally, and to determine their individual
rights31―this is an individual suit between stockholders.
But an individual suit may also be instituted against a
corporation, the same having a separate juridical
personality, which by its own may be sued. It is of course,
essential that the suing stockholder has a cause of action
against the corporation.32
Individual suits against another stockholder or against a
corporation are remedies which an aggrieved stockholder
may avail of and which are recognized in our jurisdiction as
embedded in the Interim Rules on Intra-Corporate
Controversy. Together with this right is the parallel
obligation of a party to comply with the compulsory joinder
of indispensable parties whether they may be stockholders
or the corporation itself.
The absence of an indispensable
party in a case renders all subse-
quent actions of the court null and
void for want of authority to act,
not only as to the absent parties
but even as to those present.33
It bears emphasis that this controversy started with
Gilbert’s complaint filed with the RTC of Mandaluyong
City in his capacity as stockholder, director and Vice-
President of GoodGold.34
_______________
30 Cua, Jr. v. Tan, G.R. Nos. 181455-56, 4 December 2009, 607 SCRA
645, 690.
31 Vol. 18, C.J.S. Corporations, §533 (1939).
32 Id. at Vol. 18, C.J.S. Corporations, §520 (1939).
33 R.J. Francisco, CIVIL PROCEDURE, p. 139 (2001).
34 Rollo (G.R. No. 189486), p. 132.
225
VOL. 680, SEPTEMBER 5, 2012 225

Guy vs. Guy
Gilbert’s complaint essentially prayed for the return of

his original 519,997 shares in GoodGold, by praying that
the court declare that “there were no valid transfers [of the
contested shares] to defendants and Francisco.”35 It baffles
this Court, however, that Gilbert omitted Francisco as
defendant in his complaint. While Gilbert could have opted
to waive his shares in the name of Francisco to justify the
latter’s non-inclusion in the complaint, Gilbert did not do
so, but instead, wanted everything back and even wanted
the whole transfer of shares declared fraudulent. This
cannot be done, without including Francisco as defendant
in the original case. The transfer of the shares cannot be,
as Gilbert wanted, declared entirely fraudulent without
including those of Francisco who owns almost a third of the
total number.
Francisco, in both the 2004 and 2008 complaints, is an
indispensable party without whom no final determination
can be had for the following reasons: (a) the complaint
prays that the shares now under the name of the
defendants and Francisco be declared fraudulent; (b)
Francisco owns 195,000 shares some of which, Gilbert
prays be returned to him; (c) Francisco signed the
certificates of stocks evidencing the alleged fraudulent
shares previously in the name of Gilbert. The inclusion of
the shares of Francisco in the complaint makes Francisco
an indispensable party. Moreover, the pronouncement
about the shares of Francisco would impact on the
hereditary rights of the contesting parties or on the
conjugal properties of the spouses to the effect that
Francisco, being husband of Simny and father of the other
contesting parties, must be included for, otherwise, in his
absence, there cannot be a determination between the
parties already before the court which is effective,
complete, or equitable.
The definition in the Rules of Court, Section 7, Rule 3
thereof, of indispensable parties as “parties in interest
without whom no final determination can be had of an
action” has
_______________
35 Id., at p. 137.
226

Guy vs. Guy
been jurisprudentially amplified. In Sps. Garcia v. Garcia,

et al.,36 this Court held that:
An indispensable party is a party who has such an interest in the

controversy or subject matter that a final adjudication cannot be
made, in his absence, without injuring or affecting that interest, a
party who has not only an interest in the subject matter of the
controversy, but also has an interest of such nature that a final
decree cannot be made without affecting his interest or leaving
the controversy in such a condition that its final determination
may be wholly inconsistent with equity and good conscience. It
has also been considered that an indispensable party is a person
in whose absence there cannot be a determination between the
parties already before the court which is effective, complete, or
equitable. Further, an indispensable party is one who must be
included in an action before it may properly go forward.
This was our pronouncements in Servicewide Specialists

Inc. v. CA,37 Arcelona v. CA,38 and Casals v. Tayud Golf
and Country Club, Inc.39
Settled is the rule that joinder of indispensable parties
is compulsory40 being a sine qua non for the exercise of
judicial power,41 and, it is precisely “when an indispensable
party is not before the court that the action should be
dismissed” for such absence renders all subsequent actions
of the court null and void for want of authority to act, not
only as to the absent parties but even as to those present.42
It bears emphasis that Gilbert, while suing as a
stockholder against his co-stockholders, should have also
impleaded GoodGold as defendant. His complaint also
prayed for
_______________
36 G.R. No. 169157, 14 November 2011, 660 SCRA 1.
37 321 Phil. 427; 251 SCRA 70 (1995).
38 345 Phil. 250; 280 SCRA 20 (1997).
39 G.R. No. 183105, 22 July 2009, 593 SCRA 468.
40 RULES OF COURT, Rule 3, Section 7.
41 R.J. Francisco, CIVIL PROCEDURE, Vol. I, p. 139 (2001).
42 Id.
227
VOL. 680, SEPTEMBER 5, 2012 227

Guy vs. Guy
the annulment of the 2004 stockholders’ annual

meeting, the annulment of the 2004 election of the board of
directors and of its officers, the annulment of 2004 GIS
submitted to the SEC, issuance of an order for the
accounting of all monies and rentals of GoodGold, and the
issuance of a writ of preliminary and mandatory injunction.
We have made clear that GoodGold is a separate juridical
entity distinct from its stockholders and from its directors
and officers. The trial court, acting as a special commercial
court, cannot settle the issues with finality without
impleading GoodGold as defendant. Like Francisco, and for
the same reasons, GoodGold is an indispensable party
which Gilbert should have impleaded as defendant in his
complaint.
Allegations of deceit, machination,
false pretenses, misrepresentation,
and threats are largely conclu-
sions of law that, without support-
ing statements of the facts to
which the allegations of fraud
refer, do not sufficiently state an
effective cause of action.43
“In all averments of fraud or mistake, the circumstances
constituting fraud or mistake must be stated with
particularity”44 to “appraise the other party of what he is to
be called on to answer, and so that it may be determined
whether the facts and circumstances alleged amount to
fraud.”45 These particulars would necessarily include the
time, place and specific acts of fraud committed.46 “The
reason for this rule is that an allegation of fraud concerns
the morality of the defendant’s
_______________
43 Reyes v. RTC of Makati City, Br. 142, G.R. No. 165744, 11 August
2008, 561 SCRA 593, 607.
44 RULES OF COURT, Rule 8, Sec. 5.
46 Id., at p. 83.
228

Guy vs. Guy
conduct and he is entitled to know fully the ground on

which the allegations are made, so he may have every
opportunity to prepare his case to clear himself at the

trial.”47
The complaint of Gilbert states:
13. The said spurious Amended GIS for the years 2000,
2001, 2002, 2003, 2004 and also in another falsified GIS for the
year 2004, the [petitioners] indicated the following alleged
stockholders of GOODGOLD with their respective shareholdings,
to wit:
NAME NO. OF SHARES

Francisco Guy Co Chia 195,000
Simny G. Guy 195,000
Gilbert G. Guy 65,000
Geraldine G. Guy 65,000
Grace G.-Cheu 65,000
Gladys G.Yao 65,000
Total 650,000
14. The above spurious GIS would show that form the
original 519,997 shares of stocks owned by the [respondent],
which is equivalent to almost 80% of the total subscriptions
and/or the outstanding capital stock of GOODGOLD,
[respondent’s] subscription [was] drastically reduced to only
65,000 shares of stocks which is merely equivalent to only 10
percent of the outstanding capital stock of the corporation.
15. Based on the spurious GIS, shares pertaining to
Benjamin Lim and Paulino Delfin Pe were omitted and the
total corporate shares originally owned by incorporators
including herein [respondent] have been fraudulently
transferred and distributed, as follows: x x x (Emphasis
supplied)
x x x x
18. To date, [respondent] is completely unaware of any
documents signed by him that would justify and support the
foregoing transfer of his shares to the defendants. [Respondent]
strongly affirms that he has not in any way, up to this date of
filing the instant
_______________
47 Id., at p. 309.
229
VOL. 680, SEPTEMBER 5, 2012 229

Guy vs. Guy
complaint, disposed, alienated, encumbered, assigned or sold any

or part of the shares of stocks of GOODGOLD corporation owned
by him and registered under his name under the books of the
corporation.
19. Neither has [respondent] endorsed, signed, assigned any
certificates of stock representing the tangible evidence of his
stocks ownership, there being no certificates of stocks issued by
the corporation nor delivered to him since its inception on June 6,
1988. Considering that the corporation is merely a family
corporation, plaintiff does not find the issuance of stock
certificates necessary to protect his corporate interest and he did
not even demand for its issuance despite the fact that he was the
sole subscriber who actually paid his subscription at the time of
incorporation.48
Tested against established standards, we find that the

charges of fraud which Gilbert accuses his siblings are not
supported by the required factual allegations. In Reyes v.
RTC of Makati,49 which we now reiterate, mutatis
mutandis, while the complaint contained allegations of
fraud purportedly committed by his siblings, these
allegations are not particular enough to bring the
controversy within the special commercial court’s
jurisdiction; they are not statements of ultimate facts, but
are mere conclusions of law: how and why the alleged
transfer of shares can be characterized as “fraudulent”
were not explained and elaborated on.50 As emphasized in
Reyes:
Not every allegation of fraud done in a corporate setting or

perpetrated by corporate officers will bring the case within the
special commercial court’s jurisdiction. To fall within this
jurisdiction, there must be sufficient nexus showing that
the corporation’s nature, structure, or powers were used
to facilitate the fraudulent device or scheme.51 (Emphasis
supplied)
_______________
48 Rollo (G.R. No. 189486), pp. 117-119.
49 Supra note 43.
50 Id., at pp. 607-608.
51 Id., at p. 608.
230

Guy vs. Guy
Significantly, no corporate power or office was alleged to

have facilitated the transfer of Gilbert’s shares. How the
petitioners perpetrated the fraud, if ever they did, is an

indispensable allegation which Gilbert must have had
alleged with particularity in his complaint, but which he
failed to.
Failure to specifically allege the
fraudulent acts in intra-corporate
controversies is indicative of a
harassment or nuisance suit and
may be dismissed motu proprio.
In ordinary cases, the failure to specifically allege the
fraudulent acts does not constitute a ground for dismissal
since such a defect can be cured by a bill of particulars.52
Thus:
Failure to allege fraud or mistake with as much particularity

as is desirable is not fatal if the general purport of the claim or
defense is clear, since all pleadings should be so construed as to
do substantial justice. Doubt as to the meaning of the pleading
may be resolved by seeking a bill of particulars.
A bill of particulars may be ordered as to a defense of fraud or
mistake if the circumstances constituting fraud or mistake are not
stated with the particularity required by the rule.53
The above-stated rule, however, does not apply to intra-

corporate controversies. In Reyes,54 we pronounced that “in
cases governed by the Interim Rules of Procedure on Intra-
Corporate Controversies a bill of particulars is a prohibited
pleading. It is essential, therefore, for the complaint
to show on its face what are claimed to be the
fraudulent corporate acts if the complainant wishes
to invoke the
_______________
52 Id., at p. 609.
54 Supra note 43 at p. 609.
231
VOL. 680, SEPTEMBER 5, 2012 231

Guy vs. Guy
court’s special commercial jurisdiction.” This is

because fraud in intra-corporate controversies must be
based on “devises and schemes employed by, or any act of,
the board of directors, business associates, officers or
partners, amounting to fraud or misrepresentation
which may be detrimental to the interest of the public
and/or of the stockholders, partners, or members of any

corporation, partnership, or association,” as stated under
Rule 1, Section 1 (a)(1) of the Interim Rules. The act of
fraud or misrepresentation complained of becomes a
criterion in determining whether the complaint on its face
has merits, or within the jurisdiction of special commercial
court, or merely a nuisance suit.
It did not escape us that Gilbert, instead of particularly
describing the fraudulent acts that he complained of, just
made a sweeping denial of the existence of stock
certificates by claiming that such were not necessary,
GoodGold being a mere family corporation.55 As sweeping
and bereft of particulars is his claim that he “is unaware of
any document signed by him that would justify and support
the transfer of his shares to herein petitioners.”56 Even
more telling is the contradiction between the denial of the
existence of stock certificates and the denial of the transfer
of his shares of stocks “under his name under the books of
the corporations.”
It is unexplained that while Gilbert questioned the
authenticity of his signatures indorsing the stock
certificates, and that of Atty. Emmanuel Paras, the
corporate secretary, he did not put in issue as doubtful the
signature of his father which also appeared in the
certificate as President of the corporation. Notably, Gilbert,
during the entire controversy that started with his 2004
complaint, failed to rebut the NBI Report which
authenticated all the signatures appearing in the stock
certificates.
_______________
55 Rollo (G.R. No. 189486), p. 123.
56 Id., at p. 119.
232

Guy vs. Guy
Even beyond the vacant pleadings, its nature as

nuisance is palpable. To recapitulate, it was only after five
years following the redistribution of GoodGold’s shares of
stock, that Gilbert filed with the RTC of Manila, a
Complaint for the “Declaration of Nullity of Transfers of
Shares in GoodGold and of General Information Sheets and
Minutes of Meeting, and for Damages with Application for
a Preliminary Injunctive Relief,” against his mother,
Simny, and his sisters, Geraldine, Grace, and Gladys.57

Gilbert alleged, among others, that no stock certificate ever
existed;58 that his signature at the back of the spurious
Stock Certificate Nos. 004-014 which purportedly endorsed
the same and that of the corporate secretary, Emmanuel
Paras, at the obverse side of the certificates were forged,
and, hence, should be nullified.59 Gilbert withdrew this
complaint after the NBI submitted a report to the RTC of
Manila authenticating Gilbert’s signature in the endorsed
certificates. And, it was only after three years from the
withdrawal of the Manila complaint, that Gilbert again
filed in 2008 a complaint also for declaration of nullity of
the transfer of the shares of stock, this time with the RTC
of Mandaluyong. The caption of the complaint is “Intra-
Corporate Controversy: For the Declaration of Nullity of
Fraudulent Transfers of Shares of Stock Certificates,
Fabricated Stock Certificates, Falsified General
Information Sheets, Minutes of Meetings, and Damages
with Application for the Issuance of a Writ of Preliminary
and Mandatory Injunction,” docketed as SEC-MC08-112,
against his mother, Simny, his sisters, Geraldine, Gladys,
and the heirs of his late sister Grace.60
When a stock certificate is endorsed
in blank by the owner thereof, it con-
stitutes what is termed as “street
_______________
57 Id., at p. 9.
58 Id., at p. 123.
59 Id.
60 Id., at pp. 114-140.
233
VOL. 680, SEPTEMBER 5, 2012 233

Guy vs. Guy
certificate,” so that upon its face, the

holder is entitled to demand its
transfer his name from the issuing
corporation.
With Gilbert’s failure to allege specific acts of fraud in
his complaint and his failure to rebut the NBI report, this
Court pronounces, as a consequence thereof, that the
signatures appearing on the stock certificates, including his
blank endorsement thereon were authentic. With the stock
certificates having been endorsed in blank by Gilbert,
which he himself delivered to his parents, the same can be

cancelled and transferred in the names of herein
petitioners.
In Santamaria v. Hongkong and Shanghai Banking
Corp.,61 this Court held that when a stock certificate is
endorsed in blank by the owner thereof, it constitutes what
is termed as “street certificate,” so that upon its face, the
holder is entitled to demand its transfer into his name from
the issuing corporation. Such certificate is deemed quasi-
negotiable, and as such the transferee thereof is justified in
believing that it belongs to the holder and transferor.
While there is a contrary ruling, as an exception to the
general rule enunciated above, what the Court held in
Neugene Marketing Inc., et al. v. CA,62 where stock
certificates endorsed in blank were stolen from the
possession of the beneficial owners thereof constraining
this Court to declare the transfer void for lack of delivery
and want of value, the same cannot apply to Gilbert
because the stock certificates which Gilbert endorsed in
blank were in the undisturbed possession of his parents
who were the beneficial owners thereof and who
themselves as such owners caused the transfer in their
names. Indeed, even if Gilbert’s parents were not the
beneficial owners, an endorsement in blank of the stock
certificates
_______________
61 89 Phil. 780, 788-789 (1951).
62 362 Phil. 633, 644; 303 SCRA 295, 300-301 (1999).
234

Guy vs. Guy
coupled with its delivery, entitles the holder thereof to

demand the transfer of said stock certificates in his name
from the issuing corporation.63
Interestingly, Gilbert also used the above discussed
reasons as his arguments in Gilbert Guy v. Court of
Appeals, et al.,64 a case earlier decided by this Court. In
that petition, Lincoln Continental, a corporation
purportedly owned by Gilbert, filed with the RTC, Branch
24, Manila, a Complaint for Annulment of the Transfer of
Shares of Stock against Gilbert’s siblings, including his
mother, Simny. The complaint basically alleged that
Lincoln Continental owns 20,160 shares of stock of
Northern Islands; and that Gilbert’s siblings, in order to

oust him from the management of Northern Islands, falsely
transferred the said shares of stock in his sisters’ names.65
This Court dismissed Gilbert’s petition and ruled in favor
of his siblings viz.:
One thing is clear. It was established before the trial

court, affirmed by the Court of Appeals, that Lincoln
Continental held the disputed shares of stock of Northern
Islands merely in trust for the Guy sisters. In fact, the
evidence proffered by Lincoln Continental itself supports this
conclusion. It bears emphasis that this factual finding by the trial
court was affirmed by the Court of Appeals, being supported by
evidence, and is, therefore, final and conclusive upon this Court.
Article 1440 of the Civil Code provides that:
“ART. 1440. A person who establishes a trust is called
the trustor; one in whom confidence is reposed as regards
property for the benefit of another person is known as the
trustee; and the person for whose benefit the trust has been
created is referred to as the beneficiary.”
_______________
63 Santamaria v. Hongkong and Shanghai Banking Corporation, supra note 61
at p. 788.
64 G.R. Nos. 165849, 170185, 170186, 171066, 176650, 10 December 2007, 539
SCRA 584.
65 Id., at pp. 590-591.
235
VOL. 680, SEPTEMBER 5, 2012 235

Guy vs. Guy
In the early case of Gayondato v. Treasurer of the Philippine

Islands, this Court defines trust, in its technical sense, as “a right
of property, real or personal, held by one party for the benefit of
another.” Differently stated, a trust is “a fiduciary relationship
with respect to property, subjecting the person holding the same
to the obligation of dealing with the property for the benefit of
another person.”
Both Lincoln Continental and Gilbert claim that the latter
holds legal title to the shares in question. But record shows that
there is no evidence to support their claim. Rather, the evidence on
record clearly indicates that the stock certificates representing
the contested shares are in respondents’ possession. Significantly,
there is no proof to support his allegation that the transfer of the
shares of stock to respondent sisters is fraudulent. As aptly held
by the Court of Appeals, fraud is never presumed but must be
established by clear and convincing evidence. Gilbert failed to

discharge this burden. We agree with the Court of Appeals that
respondent sisters own the shares of stocks, Gilbert being their
mere trustee.66 (Underlining supplied).
This Court finds no cogent reason to divert from the

above stated ruling, these two cases having similar facts.
WHEREFORE, premises considered, the petitions in
G.R. Nos. 189486 and 189699 are hereby GRANTED. The
Decision dated 27 May 2009 of the Court of Appeals in CA-
G.R. SP No. 106405 and its Resolution dated 03 September
2009 are REVERSED and SET ASIDE. The Court
DECLARES that SEC-MC08-112 now pending before the
Regional Trial Court, Branch 211, Mandaluyong City, is a
nuisance suit and hereby ORDERS it to IMMEDIATELY
DISMISS the same for reasons discussed herein.
SO ORDERED.
Carpio (Chairperson), Brion, Del Castillo and Perlas-

Bernabe, JJ., concur.
_______________
66 Id., at pp. 607-608.
236

Guy vs. Guy
G.R. Nos. 189486 and 189699 granted, judgment and

resolution reversed and set aside.
Notes.―A corporate officer’s dismissal or removal is

always a corporate act and/or an intra-corporate
controversy, over which the Regional Trial Court has
original and exclusive jurisdiction. (Garcia vs. Eastern
Telecommunications Philippines, Inc., 585 SCRA 450
[2009])
“Corporate officers” in the context of Presidential Decree
No. 902-A are those officers of the corporation who are
given that character by the Corporation Code or by the
corporation’s by-laws. (Id.)
――o0o――
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1/19/2019 SUPREME COURT REPORTS ANNOTATED VOLUME 680

G.R. No. 189486. September 5, 2012.*

G.R. No. 189699. September 5, 2012.

Remedial Law; Civil Procedure; Actions; Intra-Corporate

VOL. 680, SEPTEMBER 5, 2012 215

Guy vs. Guy

which an aggrieved stockholder may avail of and which are

216 SUPREME COURT REPORTS ANNOTATED

Guy vs. Guy

fense is clear, since all pleadings should be so construed as to do

complaint to show on its face what are claimed to be the

PETITION for review on certiorari of the decision and

VOL. 680, SEPTEMBER 5, 2012 217

capital stock of GoodGold Realty & Development

the Guy group of companies in Gilbert’s hands. Gilbert was

218 SUPREME COURT REPORTS ANNOTATED

to collaborate with Atty. Emmanuel Paras, to redistribute

NAME NO. OF SHARES

Simny G. Guy [wife] 195,000

In September 2004, or five years after the redistribution

VOL. 680, SEPTEMBER 5, 2012 219

ous Stock Certificate Nos. 004-014 which purportedly

- Minute identifying details.

The present controversy arose, when in 2008, three

220 SUPREME COURT REPORTS ANNOTATED

Mandaluyong, captioned as “Intra-Corporate Controversy:

meeting for the year 2004 was held, hence proceedings

VOL. 680, SEPTEMBER 5, 2012 221

Gilbert also asked in his complaint for the issuance of a

WHEREFORE, the court resolves:

This constrained Gilbert to assail the above Order before

222 SUPREME COURT REPORTS ANNOTATED

In a Decision24 dated 27 May 2009, the CA upheld Judge

A reading of the Order, supra, dismissing the [respondent’s]

Hence, these consolidated petitions.

VOL. 680, SEPTEMBER 5, 2012 223

Court declare Civil Case No. SEC-MC08-112, a harassment

In a Resolution dated September 3, 2009, the Honorable Court

The denial of the petitioners’ motion to defer pre-trial,

224 SUPREME COURT REPORTS ANNOTATED

be classified into individual suits, class suits, and

VOL. 680, SEPTEMBER 5, 2012 225

Gilbert’s complaint essentially prayed for the return of

226 SUPREME COURT REPORTS ANNOTATED

been jurisprudentially amplified. In Sps. Garcia v. Garcia,

An indispensable party is a party who has such an interest in the

This was our pronouncements in Servicewide Specialists

VOL. 680, SEPTEMBER 5, 2012 227

the annulment of the 2004 stockholders’ annual

228 SUPREME COURT REPORTS ANNOTATED

conduct and he is entitled to know fully the ground on

opportunity to prepare his case to clear himself at the

NAME NO. OF SHARES

VOL. 680, SEPTEMBER 5, 2012 229

complaint, disposed, alienated, encumbered, assigned or sold any

Tested against established standards, we find that the

Not every allegation of fraud done in a corporate setting or

230 SUPREME COURT REPORTS ANNOTATED

Significantly, no corporate power or office was alleged to

petitioners perpetrated the fraud, if ever they did, is an